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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 1994
NOBLE DRILLING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 0-13857 73-0374541
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 974-3131
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ITEM 5. OTHER EVENTS.
Noble Drilling Corporation hereby discloses the press release attached
hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed as part of this Report:
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<CAPTION>
Exhibit
Number Description
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<S> <C>
99.1 Press release dated June 13, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NOBLE DRILLING CORPORATION
By: /S/ BYRON L. WELLIVER
------------------------------
Name: Byron L. Welliver
Title: Senior Vice President - Finance
and Treasurer
Date: June 13, 1994
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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<S> <C> <C>
99.1 Press release dated June 13, 1994. 5
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4
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[NEWS] NOBLE DRILLING CORPORATION [NOBLE LOGO]
10370 Richmond Avenue, Suite 400
Houston, TX 77042
Phone: 713-974-3131 Fax: 713-974-3181
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NOBLE DRILLING CORPORATION AND CHILES OFFSHORE
CORPORATION ANNOUNCE EXECUTION OF MERGER AGREEMENT
HOUSTON, Texas, June 13, 1994 -- Noble Drilling Corporation
(NASDAQ/NMS:NDCO) and Chiles Offshore Corporation (AMEX:CHC) today announced
that they have signed a definitive merger agreement.
The merger agreement provides that each share of Chiles common stock
would be exchanged for 0.75 of a share of Noble Drilling common stock, and each
share of Chiles $1.50 convertible preferred stock would be exchanged for one
share of a newly created series of $1.50 Noble Drilling convertible preferred
stock. The new shares of $1.50 Noble Drilling convertible preferred stock will
rank pari passu with Noble Drilling's $2.25 convertible exchangeable preferred
stock.
The merger is conditioned upon the approval of common stockholders of
each company, required regulatory approvals, and other conditions. The board
of directors of Noble Drilling will be expanded from seven to nine members, and
two designees of Chiles will be added at the effective time of the merger. It
is anticipated that the transaction will be accounted for as a pooling of
interests and will be tax-free to the holders of Chiles' common and preferred
stock. The merger is expected to become effective prior to September 30, 1994.
Following the merger, the addition of Chiles' 13 jackup drilling rigs
would expand Noble Drilling's fleet to a total of 44 mobile offshore units,
including 32 jackups.
-more-
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James C. Day, Chairman, President and Chief Executive Officer of Noble
Drilling, said, "This acquisition is a continuation of our stated objectives to
expand our offshore rig fleet. Obviously, an important side benefit will be
the further consolidation of the highly fragmented offshore drilling industry.
We will continue with our planned rig upgrades which will result in a fleet
that is highly competitive both economically and technologically." Day added,
"Although our industry will continue to experience volatility, this acquisition
will enhance an already strong Noble Drilling balance sheet and provide further
financial flexibility to expand our significant international operations."
C. Ray Bearden, President of Chiles, said, "The Noble/Chiles merger is
a continuation of our efforts to enhance shareholder value. Noble Drilling has
assumed a leadership position in the offshore drilling industry while
recognizing the need to provide its customers with a broader range of drilling
services. The combined company will be extremely well positioned to take
advantage of opportunities worldwide."
Simmons & Company International is serving as financial adviser to
Noble Drilling on the merger and has rendered a fairness opinion to Noble
Drilling's board of directors with respect to the transaction. Salomon
Brothers Inc is serving as financial adviser to Chiles and has rendered a
fairness opinion to Chiles' board of directors.
Noble Drilling will schedule a teleconference with analysts on
Tuesday, June 14, 1994 at 10:00 a.m., central daylight time, at which time its
management will be available to discuss the acquisition.
-more-
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Noble Drilling Corporation is a major drilling contractor with
offshore and land operations in the United States, Canada, the United Kingdom,
Africa, Venezuela and India. The company's common stock and $2.25 convertible
exchangeable preferred stock are traded in the NASDAQ/NMS under the symbols
"NDCO" and "NDCOP", respectively.
NDC-130
6/13/94
For additional information, contact:
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Byron L. Welliver, Senior Vice President - Finance and Treasurer,
Noble Drilling Corporation - 713/974-3131
Robert F. Fulton, Senior Vice President and Chief Financial Officer,
Chiles Offshore Corporation - 713/647-0100
